SPECTRX INC
8-K, 1999-12-15
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
Previous: SEARS CREDIT ACCOUNT MASTER TRUST II, 8-K, 1999-12-15
Next: MILLER INDUSTRIES INC /TN/, 10-Q, 1999-12-15



<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549




                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



               DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
                      DECEMBER 15, 1999 (DECEMBER 1, 1999)



                                  SPECTRX, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



         DELAWARE                        0-22179                58-2029543
(STATE OR OTHER JURISDICTION OF     (COMMISSION FILE         ( I.R.S. EMPLOYER
         INCORPORATION)                  NUMBER)             IDENTIFICATION NO.)




           6025 A UNITY DRIVE, NORCROSS, GA             30071
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)   (ZIP CODE)



        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 770-242-8723


- -------------------------------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)


<PAGE>   2





          Item 5. Other Events.

          On December 1, 1999, SpectRx, Inc. announced it had entered into an
amendment to its existing agreement with Abbott Laboratories, to include joint
development of a continuous glucose monitor and pursuant to which Abbott has
increased its equity position in SpectRx, Inc. by purchasing convertible
redeemable preferred stock, as more fully described in the press release
attached hereto as Exhibit 99.1, which is hereby incorporated by reference
herein.

          Item 7. Financial Statements and Exhibits.

          (a)  Financial statements of businesses required.
               Inapplicable.

          (b)  Pro Forma financial information.
               Inapplicable

          (c)  Exhibits.
               The following exhibit is filed herewith:
               Exhibit No.      Exhibit Description
               99.1             Press Release dated
                                December 1, 1999



<PAGE>   3

                                    SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                   SpectRx, Inc.


Date:  December 15, 1999       by: /s/ Thomas H. Muller, Jr.
                                   --------------------------------------------
                                   Thomas H. Muller, Jr.
                                   Executive Vice President, Chief Financial
                                   Officer and Secretary




<PAGE>   4


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.       EXHIBIT DESCRIPTION
- -----------       -------------------
<S>               <C>

99.1              Press Release dated December 1, 1999
</TABLE>


<PAGE>   1
                                                                    EXHIBIT 99.1


For Immediate Release                               Contacts: Bill Wells - Media
December 1, 1999                               Thomas H. Muller, Jr. - Financial
                                                                  (770) 242-8723


   ABBOTT LABORATORIES INCREASES EQUITY POSITION IN SPECTRX, INC. AS PART OF
    AGREEMENT TO DEVELOP CONTINUOUS GLUCOSE MONITOR FOR PEOPLE WITH DIABETES


         NORCROSS, GEORGIA -- SpectRx, Inc., (NASDAQ: SPRX) today announced it
has agreed to include joint development of a continuous glucose monitor as part
of an existing agreement with Abbott Laboratories (NYSE: ABT). As part of the
agreement, Abbott has increased its equity position in SpectRx by purchasing
$2.75 million in convertible redeemable preferred stock and is expected to make
an additional $2.5 million convertible redeemable preferred stock investment in
SpectRx on January 3, 2000 under the same financial terms and conditions.

         Based on SpectRx's biophotonic technology, the wearable sensor, worn on
top of the skin, offers the promise of allowing people with diabetes to
continuously monitor their glucose levels without the pain and inconvenience of
using needles, implanting a sensor or drawing blood.

         Under the revised agreement, Abbott has exclusive worldwide marketing
rights to continuous monitoring as well as single-use monitoring applications of
the technology. The new agreement includes revised milestones, and cooperative
research and development focused initially on continuous monitoring. Under the
agreement, SpectRx will receive a royalty on sales of disposables and have the
option to manufacture continuous monitoring devices for Abbott.

         "This is a significant agreement for SpectRx that recognizes our
progress in continuous glucose monitoring with our prototype meter and wearable
patch design," said Mark A. Samuels, SpectRx chairman and CEO. "The device has
been in development for the past year and a prototype system was demonstrated at
the 1999 American Diabetes Association meeting. We look forward to Abbott's
financial and technical help, under the new agreement, to move this product to
market."


<PAGE>   2

         The SpectRx technology measures glucose levels in interstitial fluid
(ISF). The ISF is collected through an array of micropores created with a laser
in the stratum corneum, the dead outer layer of skin, and measured in a patch
containing a glucose sensor. A study conducted by SpectRx, and presented at the
1999 American Diabetes Association meeting, with 20 diabetics wearing the
continuous monitoring system showed a correlation coefficient (r) of 0.90, when
compared to a finger stick method, over a glucose range of 60 to 400 mg/dL.

         Blood glucose levels are a measure of an individual's health status.
Because people with diabetes cannot properly metabolize glucose, they must
frequently monitor their glucose levels by pricking their fingertips to draw the
drop of blood necessary for conventional glucose monitoring. The International
Diabetes Federation estimates that diabetes affects more than 150 million people
worldwide. Complications from diabetes include kidney disease, blindness and
increased risk of heart disease. The yearly worldwide market for glucose testing
is estimated at $3 billion and is growing at an annual rate of 12 to 18 percent.

         SpectRx, Inc. is a leading biophotonics company that develops and
manufactures painless and bloodless alternatives to medical diagnostic and
monitoring procedures. For more information, visit the SpectRx web site at
www.spectrx.com.

Certain matters discussed in this announcement contain forward-looking
statements that involve material risks to, and uncertainties in the company's
business that may cause actual results to differ materially from those
anticipated by the statements made herein. The matters discussed herein should
be viewed together with the Risk Factors in the Company's 10K for the year
ending December 31, 1998 on file with the SEC.



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission